E-VOTING AS PER COMPANIES ACT 2013
General
meetings of companies are held at their registered offices and it is not
possible for every member specially a members holding minor shares to travel
upto the registered office of the company and participate in the general
meeting of the company.
To
eliminate this type of difficulty and to enhance the participation of minority
members, concept of e-voting has been introduced by the Companies Act 2013. Now
a member can cast his vote easily through his laptop or tablet or PC without
physically attending the general meeting.
E-voting
do not eliminate members right to physically attend and vote at the general
meeting however member can cast his vote through one mode only. A member after
casting his vote through e-voting can go and attend the general meeting but cannot
cast vote in that general meeting.
WHICH COMPANIES NEED TO PROVIDE E-VOTING FACILITY?
As
per section 108 read with rule 20 the ‘Companies
(Management
and Administration) Rules, 2014’ following companies need to provide e-voting facility
to their members to vote at general meetings.
·
every
listed company and
·
every
company having 1000 or more shareholders
MCA
vide its circular No. 20/2014, dated 17th June 2014, has clarified that the due to some practical
difficulties the e-voting would not be mandatory till 31st Dec.
2014. http://mca.gov.in/Ministry/pdf/General_Circular_20_2014.pdf
However
SEBI has clarified that listed companies shall have to provide e-voting
facility to its members for all resolutions in general meetings.
Following
are some of companies who are providing e-voting facility at their ensuing
general meetings.
|
Sr.
No.
|
Name
of Company
|
Date
of Meeting
|
Notice
|
|
i.
1
|
Bank
of India
|
July
10 (AGM)
|
|
|
ii.
2
|
Idea
cellular
|
July
10 (EGM)
|
|
|
iii.
3
|
JSW
Steel
|
July
10
|
|
|
iv.
|
L
& T
|
Aug.
22
|
|
|
v.
|
Bajaj
Auto
|
July
17
|
|
HOW E-VOTING WORKS ?
a)
The
Company desiring to use e-voting system has to avail services of any one of the
following agencies.
|
Sr.
|
Name of Co
|
Website
|
|
1
|
KARVY
|
|
|
2
|
CDSL
|
|
|
3
|
NSDL
|
b)
The
agency will issue User- id’s and passwords having the maker , checker and
scrutinizer privileges.
c)
The
Company itself or through its Registrar and Transfer Agent [RTA] will setup the
e - Voting schedule on the e - Voting website, upload the resolutions on which
voting is required
d)
The
company can then upload the Register of Members (ROM) , which contains the
details of the security holders holding the securities in physical and demat
mode across both depositories, as on the record date in the specified format .
e)
Agency
will then generate the password for
security holders and forward the same to the Company / RTA.
f)
The
company will then communicate the password, EVSN and the procedure for
e-Voting, along with the notice of the resolution to all the security holders.
g)
The
security holders should log on to website of agency during the duration of the
Postal Ballot and cast their votes for all the resolutions on the e-Voting
System.
h)
After
the voting period is over, the e -Voting system will provide to the
scrutinizer,
i)
Security holder wise details of the voting
done in a report along with a summary , for the records of the company.
Scrutinizer’s
report of some companies;
Reliance
Industries Limited
Nestle
ICICI Bank Limited
PROCEDURE OF E-VOTING ?
A. APPOINTMENT OF E-VOTING AGENCY
The company desiring to offer e-voting
facility to its members first takes e-voting platform of any one of the
e-voting service providers.
B. APPOINTMENT OF SCRUTINIZER
The Board of directors shall appoint one
scrutinizer, who may be chartered Accountant in practice, Cost Accountant in
practice, or Company Secretary in practice or an advocate, but not in
employment of the company and is a person of repute who, in the opinion of the
Board can scrutinize the e-voting process in a fair and transparent manner:
The scrutinizer so appointed may take
assistance of a person who is not in employment of the company and who is
well-versed with the e-voting system. The scrutinizer shall be willing to be
appointed and be available for the purpose of ascertaining the requisite
majority;
C. DISPATCH NOTICE TO SHAREHOLDERS
A
notice shall be sent to all members, auditors of the company or directors,
through;
-
Registered Post or Speed Post
-
Courier services
-
Electronic mean i.e. registered e-mail ids
The
notice shall also be placed on the website of the company and website of the
agency.
The
notice of the meeting shall clearly mention that the business may be transacted
through electronic voting system and the company is providing facility for
voting by electronic means.
The
notice shall clearly indicate the process and manner for voting by electronic
means and the time schedule including the time period during which the votes
may be cast and shall also provide the login ID and create a facility for
generating password and for keeping security and casting of vote in a secure
manner.
D. ADVERTISEMENT IN NEWSPAPERS
Not
less than 5 days before the date of beginning of the voting period an advertisement
is to be published, in a vernacular
newspaper in the principal vernacular language of the district in which the
registered office of the company is situated, and having a wide circulation in
that district, and at least once in English
language in an English newspaper having a wide circulation in that
district,
The
advertisement must specify the following matters;
a. statement that the
business may be transacted by electronic voting;
b. the date of
completion of sending of notices;
c. the date and time
of commencement of voting through electronic means;
d. the date and time
of end of voting through electronic means;
e. the statement that
voting shall not be allowed beyond the said date and time;
f.
website
address of the company and agency, if any, where notice of the meeting is
displayed; and
g. contact details of
the person responsible to address the grievances connected with the electronic
voting;
E. VOTING
The e-voting shall
remain open for not less than one day and not more than three days. Provided
that in all such cases, such voting period shall be completed three days prior to the
date of the general meeting.
During the e-voting period, shareholders of the company,
holding shares either in physical form or in dematerialized form, as on the
record date, may cast their vote electronically.
Once the vote on a
resolution is cast by the shareholder, he shall not be allowed to change it
subsequently.
At the end of the
voting period, the portal where votes are cast shall forthwith be blocked.
F. SCRUTINIZER’S REPORT
The
scrutinizer shall, within a period of not exceeding three working days from the
date of conclusion of e-voting period, unblock the votes in the presence of at
least two witnesses not in the employment of the company and make a
scrutinizer’s report of the votes cast in favour or against, if any, forthwith
to the Chairman.
The
scrutinizer shall maintain a register either manually or electronically to
record the assent or dissent, received, mentioning the particulars of name,
address, folio number or client ID of the shareholders, number of shares held
by them, nominal value of such shares and whether the shares have differential
voting rights.
The
register and all other papers relating to electronic voting shall remain in the
safe custody of the scrutinizer until the chairman considers, approves and
signs the minutes and thereafter, the scrutinizer shall return the register and
other related papers to the company.
G. DECLARATION OF RESULTS
The
results declared along with the scrutinizer’s report shall be placed on the
website of the company and on the website of the agency within two days of
passing of the resolution at the relevant general meeting of members. Subject
to receipt of sufficient votes, the resolution shall be deemed to be passed on
the date of the relevant general meeting of members.
___________________XXXXX_________________________-
Thanks &
Regards:
KASHIF ALI & ASSOCIATES
Company Secretaries
268, Business India Complex,
Uday Park, New Delhi-110049
Call us : +91 9718483209
Note: Kindly note that the entire contents of this
article have been developed on the basis of relevant statutory provisions and
as per the information existing at the time of preparation i.e. Act,
notification, clarifications & circular issued by MCA. Though we have made upmost
efforts to provide authentic information, however we do not undertake any
liability in any way whatsoever, to any person in respect of anything arising
by reliance upon the content of this article. It shall not be used as a
legal opinion and not to be used for rendering any professional advice.
Very good briefing kashif...
ReplyDeleteKeep updating.
This is really helpfulll
Very important Companies Act 2013 .
ReplyDeleteThis is very handy..thanks a lot
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